Boston Scientific Closes Symetis Acquisition

Boston Scientific Corporation (NYSE: BSX) today announced the close of its acquisition of Symetis SA, a privately-held Swiss structural heart company focused on minimally-invasive transcatheter aortic valve implantation (TAVI) devices.

With the completion of the acquisition, Boston Scientific will immediately begin selling the ACURATE TA™ and ACURATE neo™/TF™ valve* systems in Europe and in other geographies outside of the United States, and Symetis will become part of the Boston Scientific Interventional Cardiology division.

The two organizations announced a definitive agreement on March 30, 2017 for Boston Scientific to acquire the Symetis business for $435 million in cash.

“Adding the ACURATE family of valve products to our structural heart portfolio presents us with the opportunity to provide two distinctly different but complementary TAVI platforms enabling implanting physicians and hospitals to treat the broadest range of patients and aortic valve anatomies,” said Ian Meredith, M.D., executive vice president and global chief medical officer, Boston Scientific. “This valve offering, along with our left atrial appendage closure device, uniquely position us to advance structural heart solutions for patients while fueling continued growth for the company.”

As with the company’s cornerstone LOTUS Valve System** platform, the ACURATE valves are designed to treat patients suffering from severe and symptomatic aortic valve stenosis, who are considered at high risk for surgical valve replacement. Instead of open heart surgery, the replacement valve is delivered via a transcatheter percutaneous delivery system. The ACURATE platform is recognized for its ease of use during valve implantation.

Results for the ACURATE neo/TF valve in the SAVI-TF Registry will be presented today as a late breaking clinical trial at the annual EuroPCR Scientific Congress in Paris. This European post-market study assesses the primary endpoint of all-cause mortality at 30 days as well as VARC-2*** clinical endpoints through one year in 1,000 patients.

Boston Scientific expects to continue the development of the ACURATE neo/AS**** next-generation valve system that is currently in a clinical trial intended to support a future CE mark application.

On an adjusted basis, the transaction is expected to be immaterial in 2017, slightly accretive in 2018, and increasingly accretive thereafter. The transaction is expected to be less accretive (or slightly dilutive, as the case may be) on a GAAP basis, due to amortization expense and transaction and integration costs.

*The ACURATE TA™ and ACURATE neo/TF™ valve systems are not available for use or sale in the US.

About Boston Scientific

Boston Scientific transforms lives through innovative medical solutions that improve the health of patients around the world. As a global medical technology leader for more than 35 years, we advance science for life by providing a broad range of high performance solutions that address unmet patient needs and reduce the cost of healthcare. For more information, visit www.bostonscientific.eu and connect on Twitter and Facebook.

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Use of Non-GAAP Financial Measures

To supplement our consolidated financial statements presented on a GAAP basis, we disclose certain non-GAAP financial measures including adjusted earnings per share. Adjusted earnings per share excludes goodwill and intangible asset impairment charges; acquisition-, divestiture-, litigation- and restructuring-related charges and credits; certain discrete tax items and amortization expense. Non-GAAP measures such as adjusted earnings per share are not in accordance with generally accepted accounting principles in the United States. The GAAP financial measure most directly comparable to adjusted earnings per share is GAAP earnings per share. The difference between our estimated impact of the acquisition on our GAAP and adjusted earnings per share relates to amortization expense on acquired intangible assets and acquisition-related net charges, which primarily include exit costs and other fees. These amounts are excluded by the Company for purposes of measuring adjusted earnings per share.

Management uses adjusted earnings per share along with other supplemental non-GAAP measures to evaluate performance period